Common use of Authority; Binding Obligation Clause in Contracts

Authority; Binding Obligation. The Company has all requisite power, authority and legal capacity to execute and deliver this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby and thereby (the “Company Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement, the execution, delivery and performance by the Company of the Company Documents, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding on the part of the Company is necessary to authorize this Agreement and the Company Documents, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by the Requisite Shareholder Approval. The Requisite Shareholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger under Nevada Law, the Company’s articles of incorporation and bylaws or otherwise. This Agreement has been, and the Company Documents will be at or prior to the Closing, duly executed and delivered by the Company. This Agreement constitutes, and the Company Documents when so executed and delivered, will constitute a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); provided, however, that the Merger will not become effective until the Articles of Merger are filed with the office of the Secretary of State of the State of Nevada. At a meeting duly called and held, the Board has unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Shareholders, unanimously approved and adopted this Agreement and the transactions contemplated hereby and unanimously resolved (subject to Section 7.8) to recommend approval and adoption of this Agreement by the Shareholders (the “Company Board Recommendation”).

Authority; Binding Obligation. (a) The Company has all the requisite power, corporate authority and legal capacity power to execute execute, deliver and deliver perform this Agreement and each of the other agreementsCompany Documents and, documentssubject to the Written Consent becoming effective, certificates or other instruments contemplated hereby and thereby (which shall occur as of immediately following the “Company Documents”)execution of this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Company of this Agreement, Agreement and the execution, delivery other Company Documents and performance the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all required corporate action on the Company part of the Company Documentsand, except for the approval of this Agreement and the transactions contemplated hereby pursuant to the Written Consent, no other corporate proceedings on the part of the Company or vote or approval by, or other action of, the holders of any equity interest in the Company are necessary under any Law or Contract to authorize this Agreement and the Company Documents and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding on the part of the Company is necessary to authorize this Agreement and the Company Documents, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by the Requisite Shareholder Approval. The Requisite Shareholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger under Nevada Law, the Company’s articles of incorporation and bylaws or otherwise. This Agreement has been, and upon the execution of each other Company Documents Document, such Company Document will be at or prior to the Closinghave been, duly executed and delivered by the Company. This Agreement constitutesCompany and, assuming due execution and delivery by Parent and Merger Subs, constitutes the Company Documents when so executed and delivered, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws, laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies generally, and subject, as to enforceability, to (b) general principles of equityequity (collectively, including principles the “Equitable Exceptions”). (b) The board of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); provided, however, that the Merger will not become effective until the Articles of Merger are filed with the office directors of the Secretary of State of the State of Nevada. At a meeting duly called and held, the Board Company has unanimously determined that (a) approved, adopted and declared advisable the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are fair to hereby, including the Mergers, upon the terms and conditions set forth in the best interests of the Shareholders, unanimously approved and adopted this Agreement and the transactions contemplated hereby and unanimously (b) resolved (subject to Section 7.8) to recommend approval and adoption of this Agreement and the transactions contemplated hereby, including the Mergers, by the Shareholders (Stockholder, as sole Stockholder of the “Company Board Recommendation”)Company, in accordance with the DGCL. The Stockholder, as the sole stockholder of the Company, has entered into the Written Consent approving and adopting this Agreement and the transactions contemplated hereby, including the Mergers, effective as of immediately following the execution of this Agreement.

Authority; Binding Obligation. The Company has all requisite power, authority and legal capacity to execute and deliver this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby and thereby (the “Company Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement, the execution, delivery and performance by the Company of the Company Documents, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding on the part of the Company is necessary to authorize this Agreement and the Company Documents, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by the Requisite Shareholder ApprovalVote. The Requisite Shareholder Approval Vote is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger under Nevada Delaware Law, the Company’s articles certificate of incorporation and bylaws or otherwise. This Agreement has been, and the Company Documents will be at or prior to the Closing, duly executed and delivered by the Company. This Agreement constitutes, and the Company Documents when so executed and delivered, will constitute a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); provided, however, that the Merger will not become effective until the Articles Certificate of Merger are is filed with the office of the Secretary of State of the State of NevadaDelaware. At a meeting duly called and held, the Board has unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Shareholders, unanimously approved and adopted this Agreement and the transactions contemplated hereby and unanimously resolved (subject to Section 7.87.4) to recommend approval and adoption of this Agreement by the Shareholders (the “Company Board Recommendation”).

Authority; Binding Obligation. The Company (a) Azteca has all full requisite power, corporate authority and legal capacity power to execute execute, deliver and deliver perform this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby and thereby (the “Company Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company execution of this Agreement, the execution, delivery and performance by the Company of the Company Documents, Agreement and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary required corporate action, action on the part of Azteca and no other corporate proceeding proceedings on the part of the Company is Azteca are necessary to authorize this Agreement and the Company Documents, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Agreement by the Requisite Shareholder Approval. The Requisite Shareholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger under Nevada LawTransaction, subject, in the Company’s articles case of incorporation and bylaws or otherwisethe Azteca Merger, to receipt of the Azteca Stockholder Approval and, in the case of the Warrant Amendment, to receipt of the Warrantholders Approval. This Agreement has been, and the Company Documents will be at or prior to the Closing, been duly executed and delivered by Azteca and, assuming that this Agreement constitutes the Company. This Agreement constitutes, and the Company Documents when so executed and delivered, will constitute a legal, valid and binding obligation of the Companyother parties hereto, constitutes the legal, valid and binding obligation of Azteca, enforceable against Azteca in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws, laws from time to time in effect affecting generally the enforcement of creditors’ ' rights and remedies generally, and subject, as to enforceability, to (b) general principles of equity, including principles of commercial reasonableness, good faith and fair dealing . (regardless of whether enforcement is sought in a proceeding at law or in equity); provided, however, that the Merger will not become effective until the Articles of Merger are filed with the office of the Secretary of State of the State of Nevada. At a meeting duly called and held, the b) The Azteca Board has unanimously (i) determined that this Agreement and the transactions contemplated hereby Transaction are fair to to, and in the best interests interest of the ShareholdersAzteca and all of its stockholders, unanimously approved and adopted (ii) declared it to be advisable for Azteca to enter into this Agreement and the transactions contemplated hereby Ancillary Agreements to which it is a party and unanimously resolved to consummate the Transaction, including the Mergers; (iii) duly approved this Agreement, the Ancillary Agreements and the Transaction, which approval has not been rescinded or modified, (iv) resolved, subject to Section 7.8) 7.1, to recommend approval and that the stockholders of Azteca vote in favor of the adoption of this Agreement and (v) directed, subject to Section 7.1, that this Agreement be submitted to a vote of the Azteca stockholders in accordance with this Agreement. (c) Azteca represents and warrants that the Azteca Stockholder Approval and the Warrantholders Approval are the only votes of the holders of any class or series of capital stock or Warrants of Azteca that is required by Law and the Shareholders (organizational documents of Azteca to approve and adopt this Agreement and authorize the “Company Board Recommendation”)consummation of the Transaction.

Authority; Binding Obligation. The execution and delivery by the Company has of this Merger Agreement, the execution and delivery by the Company and the Subsidiaries of all requisite power, authority and legal capacity to execute and deliver this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby and thereby (the “Company Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement, the execution, delivery and performance by the Company of the Company Documentshereby, and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action, and no other corporate proceeding proceedings on the part of the Company is or the Subsidiaries are necessary to authorize this Merger Agreement and the Company Documentsother agreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Merger Agreement by the Requisite Shareholder Approval. The Requisite Shareholder Approval is the only vote holders of a majority of the holders voting power attributable to the outstanding shares of any of Company Common Stock and Company Series A Preferred Stock, voting together as a class, in accordance with Delaware Law and the Company’s capital stock necessary in connection with the consummation of the Merger under Nevada Law, the Company’s articles 's certificate of incorporation and bylaws or otherwisebylaws. This Merger Agreement has been, and the Company Documents will be at or prior to the Closing, been duly executed and delivered by the Company. This Agreement constitutes, Company and the Company Documents when so executed and delivered, will constitute constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws, Laws affecting creditors’ ' rights generally and remedies generally, and subject, as subject to enforceability, to the effects of general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought considered in a proceeding in equity or at law or in equitylaw); provided, however, that the Merger will not become effective until the Articles of Merger reflecting the Merger are filed with the office of the Secretary of State of the State of Nevada. At a meeting duly called and held, the Board has unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Shareholders, unanimously approved and adopted this Agreement and the transactions contemplated hereby and unanimously resolved (subject to Section 7.8) to recommend approval and adoption of this Agreement by the Shareholders (the “Company Board Recommendation”)Delaware.

Authority; Binding Obligation. The Company has all requisite powerorganizational power and authority to execute, authority deliver and legal capacity to execute and deliver perform its obligations under this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby and thereby (the “Company Documents”), Ancillary Agreements to perform its obligations hereunder and thereunder which it is a party and to consummate the transactions contemplated hereby and thereby, including the Merger and the Pre-Closing Actions. The executionexecution of this Agreement and the terms and conditions hereof and the consummation of the transactions contemplated hereby, delivery including the appointment of the Securityholder Representative pursuant to Section 4.1, have been duly and performance validly authorized and irrevocably approved by all required corporate action on the part of the Company, including by the Company of this Agreement, the execution, delivery Board and performance by the Company Shareholders, and no other proceedings on the part of the Company Documents, are required to authorize this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized including the Merger and approved by all necessary corporate action, and no other corporate proceeding on the part of the Company is necessary to authorize this Pre-Closing Actions. This Agreement and the Company Documents, or to consummate the transactions contemplated hereby and thereby, Ancillary Agreements (other than the approval and adoption of this Agreement by the Requisite Shareholder Approval. The Requisite Shareholder Approval Pre-Closing Action Documents) to which it is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger under Nevada Law, the Company’s articles of incorporation and bylaws or otherwise. This Agreement has a party have been, and the Company Documents or will be at or prior to the Closing, duly executed and delivered by the Company. This Company and, assuming that this Agreement constitutes, and the Company Documents when so executed Ancillary Agreements to which it is a party constitutes the legal, valid and deliveredbinding obligation of the other parties thereto, will constitute a constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject except to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); provided, however, the extent that the Merger enforceability thereof may be limited by the Equitable Exceptions. Each Pre-Closing Action Document has been, or will not become effective until be at Closing, duly executed and delivered by the Articles of Merger are filed with Company and, constitutes the office legal, valid and binding obligation of the Secretary of State Company and each of the State of Nevada. At a meeting duly called Company Subsidiaries party thereto, enforceable against the Company and held, the Board has unanimously determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests each of the ShareholdersCompany Subsidiaries party thereto in accordance with its terms, unanimously approved and adopted this Agreement and except to the transactions contemplated hereby and unanimously resolved (subject to Section 7.8) to recommend approval and adoption of this Agreement extent that the enforceability thereof may be limited by the Shareholders (the “Company Board Recommendation”)Equitable Exceptions.

Authority; Binding Obligation. (a) The Company has all full requisite power, authority and legal capacity power to execute execute, deliver and deliver perform this Agreement and each of the other agreements, documents, certificates or other instruments contemplated hereby and thereby (the “Company Documents”), Ancillary Agreement to perform its obligations hereunder and thereunder which it will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery execution of this Agreement and performance by each Ancillary Agreement to which the Company of this Agreement, the execution, delivery and performance by the Company of the Company Documents, will be a party and the consummation by the Company of the transactions contemplated hereby and thereby, or thereby have been duly and validly authorized and approved by all necessary corporate action, and no other corporate proceeding required limited liability company action on the part of the Company is and no other limited liability company proceedings on the part of the Company are necessary to authorize this Agreement, any Ancillary Agreement and or the Company Documents, or to consummate consummation of the transactions contemplated hereby and or thereby, other than the approval and adoption of this Agreement by the Requisite Shareholder Approval. The Requisite Shareholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Merger under Nevada Law, the Company’s articles of incorporation and bylaws or otherwise. This Agreement has been, and each Ancillary Agreement to which the Company Documents will be at or prior to the Closinga party will be, duly executed and delivered by the Company. This Company and, assuming that this Agreement constitutesor such Ancillary Agreement constitutes the legal, valid and binding obligation of Parent, constitutes the Company Documents when so executed and delivered, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject except to the extent that the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws, Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies generally, remedies; and subject, as to enforceability, to (b) general principles of equityequity (clauses (a) and (b), including principles of commercial reasonablenesscollectively, good faith the “Equitable Exceptions”). (b) The Managing Members and fair dealing the Company Board, have each duly adopted resolutions by unanimous written consent (regardless of whether enforcement is sought in a proceeding at law or in equity); provided, however, i) determining that the Merger will not become effective until the Articles terms of Merger are filed with the office of the Secretary of State of the State of Nevada. At a meeting duly called and heldthis Agreement, the Board has unanimously determined that this Agreement Merger and the other transactions contemplated hereby are fair to and in the best interests of the Shareholdersholders of Company Units, unanimously approved (ii) approving and adopted declaring advisable this Agreement and the transactions contemplated hereby hereby, including the Merger, (iii) directing that this Agreement be submitted to the equityholders of the Company for adoption and unanimously resolved approval and (subject to Section 7.8iv) resolving to recommend that the holders of Company Units vote in favor of the approval and adoption of this Agreement by and the Shareholders (transactions contemplated hereby, including the “Company Board Recommendation”)Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way.